Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Quarterly Report on Form 10-Q of Katy Industries,
Inc. (the "Company") for the period ending March 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Amir
Rosenthal, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

      (1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

      (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


/s/ Amir Rosenthal
------------------
Amir Rosenthal
Chief Financial Officer
May 10, 2004

A signed original of this written statement or other document authenticating,
acknowledging, or otherwise adopting the signature that appears in typed form
within the electronic version of this written statement has been provided to
Katy Industries, Inc. and will be retained by Katy Industries, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.


                                     - 35 -